INTERPRETATION
“Buyer” means the person who accepts a quotation from the Company for the sale of Goods or whose order for the Goods is accepted by the Company. The “Company” means Windsor Food Machinery Limited (WFM). The “Goods” means the Goods (including any instalment of the Goods or any part of them) which the Company is to supply in accordance with these conditions.
ACCEPTANCE OF ORDERS
All orders are accepted under these conditions unless specifically varied by contract or quotation. The Company is not responsible for errors or misunderstandings in orders not placed or confirmed in writing. In the event of any conflict between these conditions and any terms stated by the Buyer, these conditions shall prevail. Acceptance of delivery of the Goods constitutes acceptance of these terms.
Orders cannot be cancelled by the Buyer without the Company’s written agreement. Any agreed cancellation will require the Buyer to indemnify the Company in full for all losses, costs, damages, and expenses, including loss of profit. Any terms printed on the Buyer’s order form are not binding.
DELIVERY
All orders are subject to these conditions unless varied by contract or quotation. The Company is not liable for errors or misunderstandings in orders not confirmed in writing. In case of conflict, these conditions prevail. Acceptance of delivery constitutes agreement to these terms.
Orders may not be cancelled without the Company’s written consent. Any approved cancellation requires the Buyer to cover all resulting losses, costs, and expenses, including lost profits. Buyer’s order form terms do not apply.
TITLE
Notwithstanding the acceptance of any order or the delivery of Goods, ownership of the Goods supplied by the Company shall remain vested in the Company until payment in full has been made to the Company. The Company is entitled to re-possess the Goods and shall have the same rights in respect thereof as an unpaid seller in possession. This also applies to hire Goods.
PRICES
Prices, discounts and carriage terms are subject to variation by the Company without notice and all Goods will be invoiced at current prices at the time of despatch, unless quoted as firm acceptance within a specified period.
PAYMENT
Unless otherwise stated on the Company’s invoice, payment terms are strictly 30 days net from the invoice date. For export goods delivered outside the United Kingdom, payment must be made in Sterling. If payment is not received within the specified terms, the Company may charge interest on the overdue amount at 4% above NatWest Bank PLC’s base rate, both before and after judgement, until full payment is made. In the event of non-payment, the Buyer agrees to allow WFM full access to collect and remove the equipment.
Deposits on machinery are non-refundable if an order is cancelled. Only in exceptional cases, with approval from the Company Directors, may a deposit be applied as a credit toward other machinery.
INSOLVENCY OR DEFAULT
If the customer shall fail to make payment when due under any other current contract with the Company, or if it shall become apparent that the customer is unable to fulfil its obligations here under, the Company may without notice suspend or determine the contract or the unfulfilled part thereof and stop any Goods in transit without prejudice to any other rights which the Company may lawfully enforce or exercise.
QUALITY
At the Company’s discretion, new equipment carries a twelve-month warranty from the date of delivery, while refurbished equipment may carry a warranty of up to three months.
The warranty applies only if the Buyer provides written notice of a defect. It does not cover defects caused by failure to follow the Company’s instructions for installation, storage, use, or maintenance, or by alterations or repairs made without written consent.
For valid claims, the Company may, at its option, repair or replace the defective Goods (or part) free of charge, or provide a pro-rata refund. If requested, the Buyer must return the defective part at their expense. Replaced Goods become the property of the Company, and repaired or replaced items are covered only for the remaining warranty period.
The Company may, with written confirmation, offer a “parts only” warranty, excluding call-out or labour charges.
EQUIPMENT LOAN
Equipment provided by the Company on loan or approval is subject to the following terms:
- The Buyer is responsible for any damage to the equipment, whether caused by negligence or otherwise, while it remains in their care. The Buyer must insure the equipment.
- The equipment remains the property of the Company at all times.
- The Company provides loan equipment at its discretion and has no legal obligation to do so.
Important Conditions:
The Company is not liable for any indirect or consequential loss or damage (including loss of profit, business, or goodwill), costs, or expenses arising from the contract, whether caused by the Company, its employees, or subcontractors.
Goods returned to the Company may incur a 20% restocking charge unless prior written agreement is made.
GENERAL
No failure or delay by the Company in exercising any right under this contract shall operate as a waiver of that right, nor shall any single or partial exercise of a right prevent further exercise. The rights and remedies provided in writing are cumulative and do not exclude any rights or remedies available by law.
The Customer may not assign its interest in this contract, in whole or in part, without the Company’s written consent. All third-party rights are excluded; no third party may enforce this contract. Any third-party rights may be varied or extinguished by agreement between the parties without consent from the third party.
The Company shall not be liable for any delay in performing this contract (except for payment obligations) caused by events beyond its reasonable control, including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lockouts, riots, civil commotion, malicious damage, explosions, governmental actions, or similar events. In such cases, the performance period shall be extended accordingly.
This contract is governed by the laws of England, and the Customer submits to the non-exclusive jurisdiction of the English courts.